Michele D. Johnson

Partner
Orange County
  • 650 Town Center Drive
  • 20th Floor
  • Costa Mesa, CA 92626-1925
  • USA
Profile Experience

Michele Johnson, Global Chair of the Litigation & Trial Department, is consistently recognized as a leading national litigator. She represents financial institutions, Fortune 500 companies, boards of directors, and individuals in securities, M&A, and other complex commercial litigation. Ms. Johnson is a former member of Latham’s Executive Committee and the former Managing Partner of the Orange County office.

Ms. Johnson primarily handles securities, commercial, and corporate control litigation, and she represents industry-leading companies, officers and directors, special committees, and financial institutions in connection with: 

  • Securities class actions 
  • Shareholder derivative litigation 
  • Mergers and acquisitions litigation 
  • Battles for corporate control 
  • Proxy contests 
  • SEC enforcement actions 
  • Internal investigations
  • Other complex, high-exposure litigation

Ms. Johnson’s recent representations include a biotech company in a rare securities class action trial, special committee engagements in controlling stockholder transactions, multi-jurisdictional litigation arising out of solicited and hostile takeover attempts, and investigations and litigation on behalf of special committees and boards of directors related to public company crises. She has significant trial experience involving securities, product liability, unfair business practices, tax, trusts and estates, and insurance bad faith trials. 

Ms. Johnson is a recipient of the 2020 California Lawyer Attorneys of the Year (CLAY) award by the Daily Journal. She was recognized as a Leading Lawyer for M&A Litigation by The Legal 500 US in 2020, and as both a Litigation Trailblazer and a Winning Litigator by National Law Journal in 2019. Recently, she was named to the 25 Most Influential Women in Securities Law by Law360 and the Top Women Lawyers list in California by the Daily Journal

Ms. Johnson has served on the firm’s Executive, Pro Bono, Associates, and Diversity Committees. She serves on the boards of Georgetown University Law Center, Berkeley Center for Law and Business, the Public Law Center, the Orange County Bar Foundation’s Project Youth, and the Orange County chapter of the Association of Business Trial Lawyers.

Ms. Johnson's recent experience includes:

Securities Litigation and Trials
  • Won dismissal on motion for judgment on pleadings of securities class action against technology ecosystem operator Switch, Inc. arising out of its IPO. Cai v. Switch, Inc. (D. Nev. July 10, 2020) 
  • Won dismissal of securities fraud class action against Oncternal Therapeutics in connection with reverse merger with GTx, Inc. In re GTx, Inc. S’holder Litig. (S.D.N.Y. June 23, 2020) 
  • Won dismissal of securities fraud class action against Wynn Resorts founder Steve Wynn following Wall Street Journal report and Wynn’s resignation as CEO. Ferris v. Wynn Resorts Ltd. (D. Nev. May 27, 2020) 
  • Won summary judgment on behalf of the US Soccer Federation as lead trial counsel in its litigation with the US Senior Women’s National Team regarding equal pay, in win named Litigator of the Week by The American Lawyer. Morgan v. U.S. Soccer Federation (C.D. Cal. May 1, 2020) 
  • Secured voluntary dismissal of securities fraud class action and derivative case against pharma company Sarepta Therapeutics alleging misleading statements in connection with clinical trial results. Salinger v. Sarepta Therapeutics (S.D.N.Y. Apr. 22, 2020)
  • Secured dismissal of class action seeking to block US$22 billion acquisition of First Data Corp. by Fiserv Data. Skulsky v. Bisignano (Del. Chancery Ct. Feb. 5, 2020) 
  • Won dismissal of securities fraud class action against pharma company Zogenix, Inc. alleging misrepresentations in connection with its NDA. Lake v. Zogenix, Inc. (N.D. Cal. Jan. 27, 2020) 
  • Argued and won in the Ninth Circuit preserving dismissal of derivative claims against directors of healthcare information systems developer Quality Systems, Inc. on statute of limitations grounds. Koshy v. Barbarosh (9th Cir. Dec. 19, 2019) 
  • Won dismissal of Section 11 claims on behalf of medical device company Obalon Therapeutics, Inc. in class action challenging disclosures related to its chief product and related accounting. Hustig v. Obalon Therapeutics, Inc. (S.D. Cal. Sept. 25, 2019)
  • Achieved dismissal of former CEO of Banc of California in securities class action, with rare public statement by plaintiffs affirming CEO’s non-culpable conduct. In re Banc of California Sec. Litig. (C.D. Cal. 2019) 
  • At trial, defeated more than 95 percent of plaintiffs’ claimed damages in rare Section 10(b) securities class action to go to jury verdict, named by the Daily Journal as one of the Top Verdicts of 2019. Hsu v. Puma Biotechnology, Inc. (C.D. Cal. Feb. 4, 2019) 
  • Won dismissal of securities fraud claims against electronic systems developer OSI Systems and senior executives based on claims prompted by short seller Muddy Waters. Longo v. OSI Systems (C.D. Cal. 2019) 
  • Won dismissal of securities fraud class action seeking to block US$750 million sale of semiconductor manufacturer IXYS to Littelfuse. Sanchez v. IXYS Corp. (N.D. Cal. Oct. 2, 2018) 
  • Won dismissal with prejudice of shareholder derivative actions on the basis of demand futility, on behalf of healthcare information systems developer Quality Systems, Inc. Foss v. Barbarosh (C.D. Cal. 2018) 
  • Won sanctions motions on behalf of ExamWorks in appraisal action arising from US$2.2 billion acquisition by Leonard Green & Partners, creating Delaware’s “no chumps” policy for party discovery. In re ExamWorks, Inc. S’holder Appraisal Litig. (Del. Chancery Ct. Feb. 20, 2018) 
  • Defeated motion to expedite and application for TRO seeking to block US$290 million take private of clinical-stage biopharmaceutical company Altor Bioscience Corp. Gray v. Soon-Shiong (Del. Chancery Ct. July 25, 2017) 
  • Defended coffee manufacturer Farmer Brothers against controlling shareholders’ failed proxy contest for control of board (Dec. 2016) 
  • Defeated motions to expedite and for preliminary injunction seeking to block US$4 billion acquisition of luxury fitness company; won dismissal of aiding and abetting breach of fiduciary duty claim against acquirer Leonard Green & Partners. Lusk v. LifeTime Fitness, Inc. (D. Minn. Sept. 30, 2016) 
  • Defeated motion for preliminary injunction seeking to block US$1.7 billion acquisition of leading developer of advanced digital imaging solutions; won dismissal of aiding and abetting claim against JP Morgan as financial advisor to seller. In re OmniVision, Inc. S’holder Litig. (Santa Clara Cty. Sup. Ct. Sept. 12, 2016) 
  • Won motion for expedition on behalf of Guidance Software in connection with its defense against former CEO’s proxy contest for control of board. Guidance Software, Inc. v. McCreight (L.A. Cty. Sup. Ct. Apr. 2016) 
  • Defeated application for TRO seeking to enjoin US$551 million acquisition of cutting-edge media company; won dismissal on basis of forum-selection bylaw of aiding and abetting claim against buyer Rizvi Traverse Management. Garfield v. RealD, Inc. (L.A. Cty. Sup. Ct. Feb. 23, 2016) 
  • Defeated would-be activist shareholder of biopharmaceutical developer Puma Biotechnology in his failed proxy contest for control of board. Eshelman v. Puma Biotechnology, Inc. (Del. Chancery Ct. Jan. 2016) 
  • Defeated motion for preliminary injunction seeking to block US$3.5 billion acquisition of office real estate and won motion to dismiss breach of fiduciary duty claim, named by the Daily Journal as one of the Top Verdicts of 2015. Fundamental Partners v. Hudson Pacific Properties, Inc. (S.F. Cty. Sup. Ct. Mar. 4, 2015) 
  • Won preliminary injunction against would-be hostile acquirer Valeant and co-conspirator Bill Ackman and his hedge fund management company Pershing Square for insider trading in connection with US$54.6 billion hostile takeover attempt of specialty pharmaceutical company Allergan, in transaction named The American Lawyer’s 2015 Global M&A Deal of the Year US. Allergan, Inc. v. Valeant Pharmaceuticals International, Inc. (C.D. Cal. Nov. 4, 2014); PS Fund 1 v. Allergan, Inc. (Del. Chancery Ct. 2014) 
  • Won summary judgment of shareholder class action against Allergan and its directors alleging breaches of fiduciary duty in connection with the company’s bylaws and responses to hostile takeover attempt and proxy contest by Valeant and Pershing Square. In re Allergan, Inc. S’holder Litig. (Del. Chancery Ct. Nov. 7, 2014) 
  • Obtained unanimous defense verdict following jury trial on behalf of CEO of enterprise-class technology company STEC in US$800 million SEC enforcement action alleging insider trading, in one of the Daily Journal’s Top Verdicts of 2014; represented the company and its founders in securities fraud class actions and derivative cases alleging disclosure violations and insider trading. SEC v. Moshayedi (C.D. Cal. June 6, 2014); In re STEC, Inc. Sec. Litig. (C.D. Cal. 2013) 
  • Won dismissal of securities fraud class action against medical device company Alphatec Spine and senior executives in connection with related-party acquisition, named by the Daily Journal as one of the Top Verdicts of 2013; Ninth Circuit affirmed on appeal. Mallen v. Alphatec Holdings, Inc. (S.D. Cal. 2013), aff’d (9th Cir. June 5, 2015) 
  • Defeated TRO and motion for preliminary injunction brought by preferred shareholders to permanently enjoin US$2.3 billion real estate company merger. Cohen v. MPG Office Trust, Inc. (Baltimore Cir. Ct. July 24, 2013) 
  • Defeated motions for expedited discovery on behalf of Special Committee during pendency of go-shop following announcement of management buyout of software provider, Quest Software, permitting US$2.4 billion topping bid by Dell. In re Quest Software, Inc. S’holders Litig. (Del. Chancery Ct., Orange Cty. Sup. Ct. 2012) 
  • Represented biomedical testing manufacturer Beckman Coulter and its officers and directors in securities fraud class action and derivative cases following reduction in guidance. In re Beckman Coulter Sec. Litig. (C.D. Cal. 2010) 
  • Represented semiconductor giant Broadcom in connection with its US$764 million unsolicited tender offer for Emulex Corp., including in expedited suit challenging poison pill and multiple proxy-related suits. Emulex v. Broadcom (Del. Chancery Ct., C.D. Cal., Orange Cty. Sup. Ct. 2009) 
  • Secured favorable settlement for managed care service provider Skilled Healthcare soon after briefing motion to dismiss securities fraud complaint following a restatement, involving allegations of misleading statements in connection with the company’s IPO. In re Skilled Healthcare Group (C.D. Cal. 2009) 
  • Won dismissal of securities fraud claims against Alt-A mortgage lender, and secured favorable settlement of derivative action and ERISA class action arising after the subprime mortgage industry collapse. Pittleman v. Impac Mortgage Holdings, Inc. (C.D. Cal. Mar. 9, 2009) 
  • Lead trial lawyer for One Town Center Associates (a Segerstrom entity) in successful jury trial regarding commercial lease dispute between recalcitrant tenant and Segerstrom-owned property. One Town Center Associates v. Town Center Club and Spa (Orange Cty. Sup. Ct. 2009) 
  • Defeated motion for preliminary injunction seeking to block US$350 million acquisition of computer consulting company. In re First Consulting Group S’holder Litig. (L.A. Cty. Sup. Ct. Jan. 8, 2008) 
  • Represented cardiovascular biopharmaceutical company CV Therapeutics in securities fraud case and derivative litigation brought following the delay of FDA approval of company’s primary drug. In re CV Therapeutics, Inc. Sec. Litig. (N.D. Cal. 2007) 
  • Defeated motion for preliminary injunction seeking to enjoin shareholder vote on US$2.1 billion acquisition of specialty pharmaceutical company. Kaiser v. ICOS Corp. (Snohomish Cty. Sup. Ct., Wash. Dec. 15, 2006) 
  • Represented officers and directors of electronics company Power Integrations in stock options backdating litigation. Quaco v. Balakrishnan (N.D. Cal. 2006) 
  • Co-lead trial lawyer for ConocoPhillips Co. in jury trial of US$250 million product defect claims arising from alleged groundwater contamination by gasoline additive MTBE, leading to successful settlement during trial. D.J. Nelson Trust dba Fruitridge Vista Water Company v. Atlantic Richfield Co. (Sacramento Cty. Sup. Ct. 2006) 
  • Obtained complete defense verdict as lead trial lawyer for Orange County Halfway House in bench trial regarding commercial lease dispute between charitable organization dedicated to serving troubled youth and its landlord. Lorraine Cisneros v. Orange County Halfway House (Orange Cty. Sup. Ct. Oct. 27, 2004) 
  • Represented officers and directors of merchant energy generation company Calpine in securities fraud class actions involving allegations of price manipulation and wash trades. Hawaii Fund Structural Ironworkers Pension Trust Fund v. Calpine Corp. (Santa Clara Cty. Sup. Ct. 2003) 
  • Won summary judgment on behalf of Arthur Andersen in fraud case filed in connection with failed IPO. Sundance Venture Partners, LP v. Arthur Andersen (Orange Cty. Sup. Ct. 2002)
Representative M&A Litigation
  • Special Committee of the board of T-Mobile in connection with US$26 billion merger. Apr. 2020 
  • Financial advisors to Wright Medical in proposed US$5.4 billion acquisition by Stryker. Nov. 2019 
  • Management of Caesars Entertainment in US$17.3 billion merger with Eldorado Resorts (D. Del.) Sept. 2019 
  • Mellanox in US$6.9 billion acquisition by NVIDIA (N.D. Cal., S.D.N.Y.) May 2019 
  • Committee of First Data in US$22 billion acquisition by Fiserv (NY Supreme Ct., Wisconsin) Feb 2019 
  • Akebia Therapeutics in US$1.3 billion acquisition of Keryx Biopharmaceuticals (D. Del.) Oct. 2018 
  • Special Committee of the board of Dell Technologies in proposed US$70.1 billion reverse merger with VMWare tracking stock (Decl. Chancery Ct.) July 2018 
  • Idera Pharmaceuticals in proposed merger with BioCryst Pharmaceuticals (D. Del) Mar. 2018 
  • Ignyta in US$1.7 billion sale to Roche (S.D. Cal.) Jan. 2018 
  • Alliance HealthCare Services in US$75 million take-private by Tahoe Investment Group (Del. Chancery Ct.) Dec. 2017 
  • Amneal Pharmaceuticals in US$6.4 billion merger with Impax Laboratories (N.D. Cal.) Dec. 2017 
  • Guidance Software in US$240 million sale to OpenText (C.D. Cal.) July 2017 
  • Digital Realty in US$7.8 billion acquisition of DuPont Fabros (D.D.C.) June 2017 
  • WCI Communities in US$643 million sale to Lennar Corp. (M.D. Fla.) Nov. 2016 
  • Raptor Pharmaceuticals in US$800 million sale to Horizon (D. Del.) Sept. 2016 
  • Financial advisor to Outerwall in US$1.6 billion sale to Apollo (W.D. Wash.) July 2016 
  • ReachLocal in US$156 million sale to Gannett (L.A. Cty. Sup. Ct.) June 2016 
  • Ceres in US$17.2 million sale to Land O’ Lakes (L.A. Cty. Sup. Ct., C.D. Cal.) June 2016 
  • Skullcandy in US$197 million sale to Mill Road Capital (D. Utah) June 2016 
  • United Online, Inc. in US$170 million sale to B. Riley Financial (Del. Chancery Ct.) May 2016 
  • Financial advisor to Dyax in US$5.9 billion sale to Shire (Del. Chancery Ct., Mass. Sup. Ct.) Nov. 2015 
  • Receptos in US$7.2 billion sale to Celgene (Del. Chancery Ct.) July 2015 
  • Avago in US$37 billion acquisition of Broadcom (C.D. Cal., Orange Cty. Sup. Ct.) May 2015 
  • Financial advisor to OmniVision Technologies in US$1.7 billion sale to Hua and consortium (Santa Clara Cty. Sup. Ct.) Apr. 2015 
  • Financial advisor to Pharmacyclics in US$21 billion sale to AbbVie (Santa Clara Cty. Sup. Ct.) Mar. 2015, named by the Daily Journal as one of the Top 10 M&A Transactions of 2015
  • Hudson Pacific Properties in US$3.5 billion acquisition of assets from Blackstone (S.F. Cty. Sup. Ct.) Dec. 2014 
  • Avanir Pharmaceuticals in US$3.54 billion sale to Otsuka Holdings (Del. Chancery Ct.) Dec. 2014 
  • Financial advisors to Wright Medical Group in US$3.3 billion sale to Tornier (Tennessee) Oct. 2014 
  • Multimedia Games in US$1.2 billion sale to Global Cash (W.D. Tex., Travis Cty. Sup. Ct.) Sept. 2014 
  • Financial advisor to AbbVie in US$54 billion sale to Shire PLC (Del. Chancery Ct.) July 2014 
  • Questcor Pharmaceuticals in US$5.6 billion sale to Mallinckrodt (Orange Cty. Sup. Ct.) Apr. 2014 
  • Cadence Pharmaceuticals in US$1.3 billion sale to Mallinckrodt (Del. Chancery Ct., San Diego Cty. Sup. Ct.) Feb. 2014 
  • Actavis in US$25 billion acquisition of Forest Laboratories (Del. Chancery Ct., N.Y. Sup. Ct.) Feb. 2014 
  • Patient Safety Technologies in US$120 million sale to Stryker (Del. Chancery Ct., Orange Cty. Sup. Ct.) Dec. 2013 
  • BRE Properties in US$16.2 billion merger with Essex Property Trust (Baltimore Cir. Ct.) Dec. 2013 
  • Santarus in US$2.6 billion sale to Salix Pharmaceuticals (Del. Chancery Ct., San Diego Cty. Sup. Ct.) Nov. 2013 
  • Financial advisor to MAKO Surgical in US$1.65 billion sale to Stryker (Del. Chancery Ct.) Sept. 2013 
  • Financial advisor to Thomas Properties in US$1.2 billion sale to Parkway Properties (Del. Chancery Ct.) Sept. 2013 
  • Financial advisor to MAA in US$8.6 billion sale to Colonial Properties Trust (Alabama) June 2013 
  • MPG Office Trust in US$2.3 billion sale to Brookfield Office Properties (Baltimore Cir. Ct., L.A. Cty. Sup. Ct.) Apr. 2013 
  • Financial advisor to Palomar Medical Technologies in US$294 million sale to Cynosure (Del. Chancery Ct., Mass.) Mar. 2013 
  • Financial advisor to Dell in US$24.4 billion take-private by Michael Dell (Del. Chancery Ct.) Feb. 2013 
  • Energy Capital Partners in US$1.1 billion acquisition of Energy Solutions (Del. Chancery Ct., Utah) Jan. 2013 
  • Spirit Realty Capital in US$7.1 billion merger with Cole Credit Property Trust (Baltimore Cir. Ct.) Jan. 2013 
  • Somaxon Pharmaceuticals in US$25 million sale to Pernix (San Diego Cty. Sup. Ct.) Dec. 2012
  • Financial advisor to MIPS Technologies in US$100 million sale to Imagination Technologies (Del. Chancery Ct.) Nov. 2012 
  • Financial advisor to Cymer in EUR 1.95 billion sale to ASML (Nevada) Oct. 2012 
  • Medicis in US$2.6 billion sale to Valeant Pharmaceuticals (Del. Chancery Ct., Maricopa Cty. Sup. Ct.) Sept. 2012 
  • Realty Income in US$2.9 billion acquisition of American Realty Capital Trust (N.Y. Sup. Ct., D. Md., Baltimore Cir. Ct.) Sept. 2012 
  • Financial advisor to Amylin Pharmaceuticals in US$7 billion sale to Bristol-Myers Squibb (Del. Chancery Ct.) June 2012 
  • Quest Software in US$2.4 billion sale to Dell (Del. Chancery Ct., Orange Cty. Sup. Ct.) Mar. 2012 
  • Complete Production Services in US$2.7 billion sale to Superior Energy Services (Del. Chancery Ct., Texas) Oct. 2011 
  • Volcom in US$607 million sale to PPR (Del. Chancery Ct., Orange Cty. Sup. Ct.) May 2011 
  • American Medical Systems in US$2.9 billion sale to Endo Pharmaceuticals (Minn.) Apr. 2011 
  • Beckman Coulter in US$6.8 billion sale to Danaher (Del. Chancery Ct., Orange Cty. Sup. Ct.) Feb. 2011 
  • Financial advisor to AGA Medical in US$1.3 billion sale to St. Jude Medical (Del. Chancery Ct.) Oct. 2010 
  • Clarient in US$580 million sale to GE Healthcare (Del. Chancery Ct., Orange Cty. Sup. Ct.) Oct. 2010 
  • Financial advisor to ev3 in US$2.6 billion sale to Covidien (Del. Chancery Ct., Minn.) June 2010 
  • Financial advisor to ATS Medical in US$370 million sale to Medtronic (Minn.) Apr. 2010 
  • Financial advisor to Javelin in US$145 million sale to Hospira (Del. Chancery Ct., Mass.) Dec. 2009 
  • Financial advisor to I-Flow in US$267 million sale to Kimberly Clark (Orange Cty. Sup. Ct.) Oct. 2009 
  • Cougar Biotechnology in US$1 billion sale to Johnson & Johnson (L.A. Cty. Sup. Ct.) May 2009 
  • Financial advisor to Advanced Medical Optics in US$2.6 billion sale to Abbott Laboratories (Orange Cty. Sup. Ct.) Jan. 2009 
  • First Consulting Group in US$350 million sale to Computer Sciences (L.A. Cty. Sup. Ct.) Oct. 2007 
  • Financial advisor to Accredited Home Lenders in US$296 million sale to Lone Star Funds (Del. Chancery Ct.) June 2007 
  • Financial advisor to Bradley Pharmaceuticals in US$346 million sale to Nycomed (NJ) May 2007 
  • ICOS in US$2.1 billion sale to Eli Lilly (Wash.) Oct. 2006 
Thought Leadership
  • Rise in Securities Class Action Filings In Life Sciences Sector, In Vivo - Informa Pharma Intelligence  May 2020 
  • The State of Appraisal Litigation in Delaware, The Review of Securities & Commodities Regulation Sept. 2018
  • Revisiting Affiliated Ute: Back in Vogue in the 9th Circuit, Law360 May 2017
  • US M&A Litigation: Will the Changing Landscape Shift to the UK? Latham London Blog Jan. 2016
  • Defending Against The Hostile Bid: Lessons Learned from Allergan, Lexology Sept. 2015
  • Court Decision Helps REITs Strategize for Successful Acquisitions in the Face of Shareholder Litigation, Transaction Advisors Sept. 2015
  • Taking a Second Look at the Corporate Benefit Doctrine, Delaware Business Court Insider Jan. 2014
  • 8 Steps To Defend Against Latest Wave of Proxy Litigation, Latham & Watkins Aug. 2013
  • Preparing for Possible IRC Section 162(m) Litigation this Proxy Season, Latham & Watkins Corporate Governance Commentary Feb. 2013
  • Defending the Latest Wave of Proxy Litigation: Say-on-Pay and Equity Plan Shareholder Class Action Injunction Lawsuits, Latham & Watkins Corporate Governance Commentary Jan. 2013
  • The Future of Say-on-Pay Derivative Litigation, The Review of Securities & Commodities Regulation Apr. 2012
  • Disclosure Standard for Security Fraud Claims Muddled With Uncertainty, Daily Journal Mar. 2011
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